港股IPO招股书披露先例 · 233 家公司，234 项
可转换可赎回优先股及附赎回权的金融工具，通常按公允价值计量并将变动计入损益，或确认为赎回负债，在往绩记录期间产生非现金公允价值亏损及相关利息。申请人一般于概要、风险因素及财务资料章节披露其计量方法、账面值及变动金额，说明相关变动属非现金性质，并解释该等负债将于上市时自动转换为普通股、重新分类至权益，或经赎回权终止及重组后终止确认。
In particular, we have derecognized financial instruments issued to investors in February 2021.
Summary · 第 14 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We define adjusted net (loss)/profit (non-IFRS measure) as (loss)/profit for the year adjusted for items of share-based payments expenses, interest expenses of financial instruments issued to investors and listing expenses.
Summary · 第 15 页
In 2021, 2022 and 2023, our fair value change of financial assets at fair value through profit or loss was nil, gains of RMB0.2 million and nil, respectively, and our fair value change of financial liabilities at fair value through profit or loss was losses of RMB26.7 million, RMB14.2 million and RMB75.0 million, respectively.
Financial Information · 第 365 页
Our convertible redeemable preferred shares and warrants classified as non-current liabilities were RMB180.1 million, RMB291.7 million and RMB372.4 million as of December 31, 2021, 2022 and 2023, respectively.
Financial Information · 第 386 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Additionally, the holders of Series A and Series B Preferred Shares have the right to require us to redeem their preferred shares if the qualified initial public offering is not consummated on or prior to August 4, 2025, or upon the occurrence of certain other specified events.
Financial Information · 第 391 页
We had current and non-current liabilities of convertible redeemable preferred shares and convertible bonds of RMB976.7 million, RMB1,310.9 million and RMB1,254.0 million as of December 31, 2021, 2022 and 2023, respectively.
Financial Information · 第 395 页
Our fair value loss on financial liabilities at FVTPL decreased from RMB191.5 million in 2022 to RMB24.1 million in 2023, primarily as a result of the changes in fair value of our preferred shares.
Financial Information · 第 378 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看The convertible redeemable preferred shares will be automatically converted into ordinary shares upon completion of the Global Offering, and we do not expect to record further gains or losses in relation to valuation changes in such instruments after the Listing.
Summary · 第 12 页
loss from fair value change of financial liabilities at FVTPL, mainly representing fair value losses of the preferred shares issued to Pre-IPO Investors
Financial Information · 第 428 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We recorded net other losses of RMB49.6 million in 2023, changed from net other gains of RMB97.0 thousand in 2022, primarily due to (i) an increase in loss from fair value change of financial liabilities at FVTPL primarily due to the fair value loss of the preferred shares of the Pre-IPO Investors; and (ii) an increase in net foreign exchange losses of RMB8.3 million resulting from the fluctuation of foreign exchange rates in 2023.
Financial Information · 第 433 页
We recorded fair value changes of convertible redeemable preferred shares of RMB122.2 million, RMB61.1 million and RMB107.8 million in 2021, 2022 and 2023, respectively.
Financial Information · 第 424 页
As of December 31, 2021, 2022 and 2023, we recorded non-current convertible redeemable preferred shares of RMB942.5 million, RMB1,096.5 million and nil, respectively.
Financial Information · 第 434 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Upon the Listing and the conversion of such convertible redeemable preferred shares into our ordinary shares, such liability will be derecognized.
Financial Information · 第 434 页
The instrument holders have the right to require our Company to redeem some or all of the preferred shares held by the holders upon certain redemption events, which are not all within the control of our Company.
Financial Information · 第 437 页
We recorded changes in the carrying amount of contingently redeemable preferred shares and ordinary shares of negative RMB98.9 million, negative RMB775.1 million and negative RMB753.8 million for the years ended December 31, 2021, 2022 and 2023, respectively.
Financial Information · 第 449 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Upon the closing of a qualified IPO of our Company, the redemption obligation related to the financial liabilities will expire and the redeemable preferred shares will be automatically converted into ordinary shares of our Company.
Financial Information · 第 437 页
We recorded loss on fair value change of redeemable shares with other preferential rights of RMB75.8 million in 2023 in connection with the Pre-IPO Investments completed in June 2023, compared to nil in 2022, due to an increase in the valuation of our Company driven by our strong business growth and improved business outlook.
Financial Information · 第 311 页
The redeemable shares with other preferential rights will be redesignated from liability to equity as a result of termination of special rights upon listing of the company.
Summary · 第 12 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看The item is adjusted as it is non-cash and is not expected to result in our future cash payments.
Summary · 第 12 页
As a result, we recorded a non-cash charge of “changes in the carrying amount of financial instruments issued to investors” of RMB240.1 million in our statement of profit and loss in 2021.
Financial Information · 第 470 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Accordingly, we reclassified the financial liabilities recognized for the redemption obligations from financial liabilities to equity and no longer recognize fair-value changes in financial instruments issued to investors going forward.
Financial Information · 第 471 页
Our redeemable capital contribution in 2020, 2021, 2022 and the six months ended June 30, 2022, respectively, was primarily attributable to the special rights of the Pre-IPO Investors included in our financing arrangements, which were recorded as financial liabilities.
Summary · 第 6 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看As a result, we expect to greatly improve our net loss position, as the interest charge on redeemable capital contribution had significant negative impact on our profitability during the Track Record Period.
Summary · 第 16 页
We recognized financial instruments issued to investors, including current and non-current, of RMB1,144.3 million, RMB4,010.5 million, RMB6,996.0 million, RMB8,503.1 million and RMB9,338.9 million as of December 31, 2020, 2021 and 2022, June 30, 2023 and October 31, 2023, respectively, primarily because we have completed several rounds of financing by issuing shares with certain preferred rights upon capital contribution.
Financial Information · 第 313 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Fair value changes in financial instruments issued to investors represent the fair value changes of the preferred shares, warrants and convertible notes issued by us, which will convert into equity upon Listing.
Summary · 第 7 页
The convertible redeemable preferred shares will be re-classified as equity as the convertible redeemable preferred shares will automatically convert into Shares upon Listing, after which we do not expect to recognize any further loss or gain on fair value changes from the convertible redeemable preferred shares.
Financial Information · 第 403 页
We recorded fair value losses on convertible redeemable preferred shares of RMB399.6 million in the six months ended June 30, 2023 mainly due to the increase in fair value of our convertible redeemable preferred shares.
Financial Information · 第 408 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Our convertible redeemable preferred shares increased from RMB1,005.9 million as of December 31, 2021 to RMB1,260.0 million as of December 31, 2022 and further increased to RMB1,721.7 million as of June 30, 2023 primarily due to (i) the currency translation differences; (ii) changes in the fair value of our Preferred Shares and
Financial Information · 第 416 页
During the Track Record Period, we recorded financial instruments with preferred rights in connection with the issuance by our Company to Pre-IPO Investors of ordinary shares with preferred rights in Pre-IPO financings that conferred certain preferred rights, including redemption rights, upon such Pre-IPO Investors.
Financial Information · 第 385 页
We have ceased to record any such financial cost with respect to the preferred rights previously conferred upon the Pre-IPO Investors, because we and the related Pre-IPO Investors have mutually agreed to terminate such preferred rights.
Financial Information · 第 385 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Financial cost on financial instruments with preferred rights at amortized cost | 9,604 | 412,362 | 279,420 | 244,680 | —
Financial Information · 第 385 页
We recorded fair value gain on ordinary shares with redemption right of RMB47.3 million and RMB46.3 million for the year ended 31 December 2022 and the six months ended 30 June 2023, primarily due to a decrease in the fair value of ordinary shares with redemption right issued by our Company to certain Pre-IPO Investors during the Track Record Period, which was mainly attributable to a decrease in our Group's underlying equity value based on the valuation by an independent valuer.
Financial Information · 第 374 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Upon the Listing, all ordinary shares with redemption right will be automatically converted into ordinary shares which will no longer be recognised as financial liabilities at fair value through profit or loss.
Summary · 第 7 页
We recorded a fair value loss of financial liabilities at fair value through profit or loss of US$4,383.5 million in 2021, compared to a fair value gain of financial liabilities at fair value through profit or loss of US$3,086.7 million in 2022 and US$2,032.0 million and US$1,027.5 million for the six months ended June 30, 2022 and 2023, respectively.
Financial Information · 第 355 页
On December 31, 2021, accompanying the issuance of the Series C2 Preferred Shares, we entered into agreements with certain existing shareholders to repurchase a total of 48,607,928 preferred shares and Ordinary Shares.
Financial Information · 第 393 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Specifically, (i) fair value change of financial liabilities at fair value through profit or loss are non-cash in nature, because all the preferred shares of the Company will be automatically converted into ordinary shares upon the completion of the Listing, (ii) share-based compensation expenses relating to employee benefits, share-based payments relating to equity transactions and other share-based compensation expenses are non-cash expenses, (iii) listing expenses are related to Global Offering, and (iv) depreciation and amortization, finance income, finance costs and income tax expense/(credit) are items that we believe should be adjusted for when assessing our underlying core performance, especially in making period-to-period comparisons of, and assessing the profile of, our operating and financial performance.
Summary · 第 14 页
Changes in the carrying amount of financial instruments issued to investors were primarily related to financial instruments granted to certain investors of our Series A, Series B and Series C financing.
Summary · 第 10 页
Based on the above procedures, our Directors are of the view that the valuation analysis is fair and reasonable and our consolidated financial statements are properly prepared.
Financial Information · 第 287 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看In addition to the above, our Group was also exposed to liquidity risk arising from financial instruments issued to investors as of December 31, 2020, 2021, 2022 and March 31, 2023.
Financial Information · 第 343 页
Our redemption liabilities were RMB2,147.0 million, RMB5,822.2 million, RMB6,493.2 million, RMB6,683.9 million and RMB6,797.3 million, respectively, as of December 31, 2020, 2021, 2022, March 31, 2023 and July 31, 2023.
Financial Information · 第 361 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看We expect to turn our net liabilities position into net assets upon Listing, as the carrying amount of redemption liabilities will be reclassified from financial liabilities to equity as a result of the termination of the aforesaid preferred rights.
Financial Information · 第 361 页
Meanwhile, the redeemable rights arose from an investment agreement entered into by the Company and a certain investor in round C investments, pursuant to which the Company has an obligation to repurchase its ordinary shares issued to this investor in round C investments.
Summary · 第 16 页
The redeemable rights are recognized as a financial liability and will be automatically cancelled upon the Listing. We are not expected to have any additional interest expenses for financial liability for redeemable rights.
Summary · 第 16 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看If the redeemable rights expire without delivery, the carrying amount of the financial liability is reclassified to equity.
Financial Information · 第 442 页
We recorded fair value changes of convertible redeemable preferred shares of RMB1.9 billion, RMB3.0 billion, RMB4.4 billion, RMB1.3 billion, RMB342.0 million and RMB298.0 million in 2019, 2020, 2021 and 2022 and the three months ended 31 March 2022 and 2023, respectively.
Financial Information · 第 404 页
Our convertible redeemable preferred shares will be redesignated and reclassified from liabilities to equity as a result of the automatic conversion into ordinary shares upon the Listing.
Summary · 第 17 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Changes in fair value of convertible redeemable preferred shares affected our performance significantly during the Track Record Period and may continue to have adverse effect on our results of operations when our valuation continues to increase until conversion into ordinary shares, after which we do not expect to recognise any further loss or gain on fair value changes from convertible redeemable preferred shares and will return to a net assets position.
Summary · 第 17 页
From December 2020 to July 2021, we entered into a series of investment agreements with independent investors, namely the Series B Financing, Series B+ Financing and Series B++ Financing agreements, which we recognized as financial liabilities at amortized costs.
Financial Information · 第 490 页
However, our redemption liabilities on ordinary shares are non-cash items and have ceased to impact our financial performance since August 30, 2021, as we no longer recorded any redemption liabilities on ordinary shares since then, and our investors’ redemption rights were terminated on the same day.
Financial Information · 第 490 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看During the Track Record Period, we recognized the Series B, Series B+ and Series B++ preferred shares with redemption rights issued to investors as financial liabilities at amortized cost.
Financial Information · 第 517 页
As of December 31, 2021, December 31, 2022 and April 30, 2023, the carrying amounts of financial liabilities at FVTPL were RMB2,431.6 million, nil and nil, respectively, as disclosed in note 27 to the Accountants' Report set out in the Appendix IA to this prospectus.
Financial Information · 第 373 页
In 2021, we recorded substantial loss from changes in fair value of financial liabilities at FVTPL due to our series of financings.
Financial Information · 第 374 页
公司的解释、律师意见及原文页码定位：在 Matters 中查看Based on the above procedures, our Directors are of the view that the valuation analysis performed by the valuer is fair and reasonable, and the financial statements of our Group are properly prepared and disclosed.
Financial Information · 第 378 页